The Austrian Parliament has passed important changes to the Austrian Limited Liability Corporation Act on June 12, 2013.

Under the existing code, a limited liability corporation (Gesellschaft mit beschränkter Haftung or GmbH) must have a minimum share capital of € 35.000,00 of which € 17.500,00 must actually be paid into the corporate account. Compared to other countries, starting a limited liability corporation in Austria is therefore rather expensive and thus constitutes a disadvantage for Austria as a business location. The changes to the law intend to alter this and remove this disadvantage to align Austrian limited liability corporation legislation with international standards.

In view of this development, the minimum share capital was reduced from € 35.000,00 to € 10.000,00 of which only € 5.000,00 actually have to be paid into the company account.

Due to the reduction of the statutory required share capital, other costs in connection with the establishment of a limited liability corporation will be reduced as well. Costs for the notary public are reduced and in the future no costs for the official announcement in the federal gazette (Wiener Zeitung) will arise, because such an announcement is no longer required. There is only an electronic publication in the official register of the administration of the judiciary (Ediktsdatei).

However, there are critical voices objecting to the reduction of the minimum share capital, citing concerns over creditor protection issues. To address these concerns the new law requires for the convocation of a shareholder meeting not only if half of the minimum share capital has been lost but also if according to the Corporate Restructuring Act (Unternehmensreorganisationsgesetz) the equity ratio is less than eight percent and the fictitious debt repayment period would be longer than 15 years.

Another important consequence of reducing the required minimum share capital to € 10.000,00 is that it reduces corporate income tax liability. Until now limited liability corporations had to pay a minimum corporate income tax rate of five per cent which was calculated from the minimum share capital of € 35.000,00 and thus amounts to € 1.750,00 per year. Since the minimum share capital has been reduced to € 10.000,00 this would now only amount to € 500,00 per year.

The new law shall come into force on July 1, 2013.

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